SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  FORM 10-Q/A     
(Mark One)
[X]  Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934. For the quarterly period ended June 30, 1997.

                                                         or

[ ]  Transition  Report  Pursuant  to  Section  13  or  15(d) of the  Securities
     Exchange   Act  of   1934.   For   the   Transition   period   from 
                                    to                                   .
     ------------------------------    ----------------------------------


Commission File Number:  0-19671

                             LASERSIGHT INCORPORATED
                             -----------------------
             (Exact name of registrant as specified in its charter)


         Delaware                                          65-0273162
         --------                                          ----------
(State of Incorporation)                       (IRS Employer Identification No.)



                 12161 Lackland Road, St. Louis, Missouri 63146
                 ----------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (314) 469-3220
                                 --------------
              (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.


Yes  X            No
   -----            -----

         The Number of shares of the registrant's Common Stock outstanding as of
August 13, 1997 is 9,973,672.


<PAGE>
   
                                EXPLANATORY NOTE

This filing amends certain  previously-filed  information  contained in Part I.,
Items 1 and 2. No other items have been amended.
    

                    LASERSIGHT INCORPORATED AND SUBSIDIARIES

Except for the historical  information  contained herein, the discussion in this
Report contains forward-looking statements (within the meaning of Section 21E of
the Exchange Act) that involve  risks and  uncertainties.  The Company's  actual
results could differ  materially from those  discussed here.  Factors that could
cause or contribute to such differences  include,  but are not limited to, those
discussed  in the sections  entitled  "Management's  Discussion  and Analysis of
Financial  Condition and Results of Operations - Uncertainties and Other Issues"
in this  report  and in the  Company's  Annual  Report on Form 10-K for the year
ended December 31, 1996.

                                      INDEX
                                                                              
PART I.  FINANCIAL INFORMATION

         Item 1.  Condensed Consolidated Financial Statements

                  Condensed  Consolidated Balance Sheets as of June 30, 1997 and
                  December 31, 1996

                  Condensed Consolidated  Statements of Operations for the Three
                  Month  Periods and Six Month  Periods  Ended June 30, 1997 and
                  1996

                  Condensed  Consolidated  Statements  of Cash Flows for the Six
                  Month Periods Ended June 30, 1997 and 1996

                  Notes to Condensed Consolidated Financial Statements


         Item 2.  Management's  Discussion  and  Analysis of Financial Condition
                  and Results of Operations                        


PART II. OTHER INFORMATION

         Item 1.     Legal Proceedings                              

         Item 2.     Changes in Securities                        

         Item 3.     Defaults Upon Senior Securities                  

         Item 4.     Submission of  Matters to a Vote of Security Holders

         Item 5.     Other Information                                

         Item 6.     Exhibits and Reports on Form 8-K                 



<PAGE>
<TABLE>
                         PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
                    LASERSIGHT INCORPORATED AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEETS
<CAPTION>
                                                                                        June 30,        December 31,
                                                                                          1997              1996
                                                                                     ---------------    --------------
CURRENT ASSETS                                            ASSETS                       (Unaudited)
<S>                                                                                      <C>               <C>       
  Cash and cash equivalents                                                              $3,091,169        $2,003,501
  Accounts receivable - trade, net                                                        3,709,153         5,458,153
  Notes receivable - current portion, net                                                 3,616,510         3,159,575
  Inventories                                                                             3,685,758         3,328,903
  Deferred tax assets                                                                       570,296           667,998
  Income taxes recoverable                                                                   61,118           803,154
  Other current assets                                                                      313,985           221,922
                                                                                     ---------------    --------------
                                                     TOTAL CURRENT ASSETS                15,047,989        15,643,206

Notes receivable, less current portion, net                                               3,228,939         2,620,375
Property and equipment, net                                                               2,092,317         1,936,220
Deferred financing costs, net                                                               490,053                 -
Goodwill, net                                                                            15,014,710        12,099,032
Other assets, net                                                                         2,111,204         1,951,380
                                                                                     ---------------    --------------
                                                                                        $37,985,212       $34,250,213
                                                                                     ===============    ==============


                                        LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable                                                                       $2,505,703        $2,216,792
  Note payable                                                                            4,000,000                 -
  Discount on notes payable                                                               (402,778)                 -
  Note payable - related party                                                                    -         1,000,000
  Current portion of capital lease obligation                                               218,222           206,139
  Accrued expenses                                                                        1,083,623           764,084
  Accrued commissions                                                                     1,203,635         1,214,235
  Dividends payable                                                                               -            39,000
  Other current liabilities                                                                  65,018           182,155
                                                                                     ---------------    --------------
                                                  TOTAL CURRENT LIABILITIES               8,673,423         5,622,405

Refundable deposits                                                                         206,000           240,000
Accrued commissions, less current portion                                                   419,496           309,656
Deferred income taxes                                                                       570,296           667,998

Long-term obligations                                                                     1,029,652           641,623

Commitments and contingencies

Stockholders' equity:
 Convertible preferred stock - par value $.001 per share;  authorized 10,000,000
   shares; 0 and 8 issued and outstanding at June 30, 1997 and
   December 31, 1996, respectively                                                                -                 -
 Common stock - par value $.001 per share; authorized 20,000,000 shares;
   9,599,107 and 8,454,266 shares issued at June 30,1997 and December 31,     
   1996, respectively                                                                         9,599             8,454
 Additional paid-in capital                                                              36,552,817        30,080,560
 Obligation to issue common stock                                                                 -         3,065,056
 Stock subscription receivable                                                          (1,140,000)       (1,140,000)
 Accumulated deficit                                                                    (7,703,362)       (4,612,830)
 Less treasury stock, at cost;  170,200 common shares                                     (632,709)         (632,709)
                                                                                     ---------------    --------------
                                                                                         27,086,345        26,768,531
                                                                                     ---------------    --------------
                                                                                        $37,985,212       $34,250,213
                                                                                     ===============    ==============


   See accompanying notes to the condensed consolidated financial statements.

</TABLE>



<TABLE>

                    LASERSIGHT INCORPORATED AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
<CAPTION>

                                                   Three Months Ended                        Six Months Ended
                                                        June 30,                                 June 30,
                                          -------------------------------------     ------------------------------------
                                               1997                 1996                 1997                1996
                                          ---------------      ----------------     ----------------    ----------------
                                                                   (Restated)                              (Restated)     
<S>                                           <C>                   <C>                 <C>                 <C>        
REVENUES, Net                                 $5,408,572            $5,992,612          $11,926,714         $10,576,250

COST OF SALES                                    821,705               830,498            1,865,503           1,464,545
PROVIDER PAYMENTS                              1,415,343               994,538            2,820,239           1,929,496
                                          ---------------      ----------------     ----------------    ----------------

GROSS PROFIT                                   3,171,524             4,167,576            7,240,972           7,182,209

RESEARCH, DEVELOPMENT AND REGULATORY
  EXPENSES                                       550,427               311,490              912,631           1,047,622

SELLING, GENERAL AND ADMINISTRATIVE
  EXPENSES                                     4,565,185             3,907,671            8,908,172           8,094,268
                                          ---------------      ----------------     ---------------     ----------------

LOSS FROM OPERATIONS                         (1,944,088)              (51,585)          (2,579,831)         (1,959,681)

OTHER INCOME AND EXPENSES
  Interest and dividend income                   100,507                35,168              197,871              89,914
  Interest expense                             (368,529)              (21,224)            (428,172)            (47,588)
  Other                                        (230,400)                    --            (280,400)                  --
                                          ---------------      ----------------     ----------------    ----------------

NET LOSS BEFORE INCOME TAXES                 (2,442,510)              (37,641)          (3,090,532)         (1,917,355)

INCOME TAX BENEFIT                                    --              (12,701)                   --           (660,651)
                                          ---------------      ----------------     ----------------    ----------------

NET LOSS                                     (2,442,510)              (24,940)          (3,090,532)         (1,256,704)
   
CONVERSION DISCOUNT ON PREFERRED STOCK               --              (101,057)                  --          (1,010,557)
  
PREFERRED STOCK DIVIDEND REQUIREMENTS            (3,487)             (138,075)             (13,350)           (268,020)
                                          ---------------      ----------------     ----------------    ----------------
LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS    $(2,445,997)            $(264,072)         $(3,103,882)        $(2,535,281)
                                          ===============      ================     ================    ================

LOSS PER COMMON SHARE

  Primary:                                       ($0.26)               ($0.04)              ($0.34)             ($0.36)
                                          ===============      ================     ================    ================
  Assuming full dilution:                        ($0.26)               ($0.04)              ($0.34)             ($0.36)
                                          ===============      ================     ================    ================
    
WEIGHTED AVERAGE NUMBER OF SHARES
  OUTSTANDING
  Primary:                                     9,381,000             7,051,000            9,103,000           7,035,000
                                          ===============      ================     ================    ================
  Assuming full dilution:                      9,424,000             7,089,000            9,176,000           7,084,000
                                          ===============      ================     ================    ================


      See accompanying notes to condensed consolidated financial statements
</TABLE>


<PAGE>

<TABLE>


                    LASERSIGHT INCORPORATED AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                     SIX MONTHS ENDED JUNE 30, 1997 AND 1996
                                   (Unaudited)
<CAPTION>

                                                                                  1997                   1996
                                                                            ------------------     ------------------
CASH FLOW FROM OPERATING ACTIVITIES
  <S>                                                                           <C>                    <C>          
  Net loss                                                                      $ (3,090,532)          $ (1,256,704)
  Adjustments to reconcile net loss to net cash used in operating
    activities:
  Depreciation and amortization                                                       966,793                425,877
  Decrease (increase) in accounts and notes receivable                                683,501                  (700)
  Increase in inventories                                                           (448,155)              (938,006)
  Increase in accounts payable                                                        288,911                160,156
  Increase (decrease) in accrued liabilities                                          418,779              (196,879)
  Decrease (increase) in income tax assets                                            742,036              (930,911)
  Other                                                                             (336,414)                (3,339)
                                                                            ------------------     ------------------

NET CASH USED IN OPERATING ACTIVITIES                                               (775,081)            (2,740,506)

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchases of property and equipment, net                                          (350,593)              (246,863)
  Purchase of managed care contract                                                 (150,000)                     --
                                                                            ------------------     ------------------

NET CASH USED IN INVESTING ACTIVITIES                                               (500,593)              (246,863)

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from exercise of stock options                                              49,088                 46,940
  Proceeds from issuance of notes payable, net                                      3,414,142                     --
  Repayments of notes payable - related party                                     (1,000,000)              (799,100)
  Repayments of notes payable - officer                                                    --              (465,000)
  Repayments of capital lease obligation                                             (99,888)                     --
  Proceeds from issuance of preferred stock, net                                           --              5,342,151
                                                                            ------------------     ------------------

NET CASH PROVIDED BY FINANCING ACTIVITIES                                           2,363,342              4,124,991
                                                                            ------------------     ------------------

INCREASE IN CASH AND CASH EQUIVALENTS                                               1,087,668              1,137,622

CASH AND CASH EQUIVALENTS,
  BEGINNING OF PERIOD                                                               2,003,501              1,598,339
                                                                            ------------------     ------------------

CASH AND CASH EQUIVALENTS, END OF PERIOD                                          $ 3,091,169            $ 2,735,961
                                                                            ==================     ==================


   See accompanying notes to the condensed consolidated financial statements.

</TABLE>


<PAGE>


                    LASERSIGHT INCORPORATED AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                 Six Month Periods Ended June 30, 1997 and 1996

NOTE 1   BASIS OF PRESENTATION

         The accompanying unaudited, condensed consolidated financial statements
         of LaserSight  Incorporated and  subsidiaries  (the Company) as of June
         30, 1997,  and for the three month  periods and six month periods ended
         June 30, 1997 and 1996 have been prepared in accordance  with generally
         accepted  accounting  principles for interim financial  information and
         with the  instructions  to Form 10-Q and Rule 10-01 of Regulation  S-X.
         Accordingly,  they  do not  include  all of the  information  and  note
         disclosures  required by generally accepted  accounting  principles for
         complete financial statements.  These condensed  consolidated financial
         statements   should  be  read  in  conjunction  with  the  consolidated
         financial statements and notes thereto included in the Company's annual
         report  on Form  10-K for the year  ended  December  31,  1996.  In the
         opinion of management,  the condensed consolidated financial statements
         include  all   adjustments   necessary  for  a  fair   presentation  of
         consolidated  financial position and the results of operations and cash
         flows for the  periods  presented.  The results of  operations  for the
         three and six month  periods  ended June 30,  1997 are not  necessarily
         indicative of the operating results for the full year.

NOTE 2   PER SHARE INFORMATION

         Net loss per common share is computed using the weighted average number
         of common shares and common share equivalents  outstanding  during each
         period.  Common  share  equivalents  include  options  and  warrants to
         purchase  Common  Stock and are included in the  computation  using the
         treasury  stock  method if they  would have a  dilutive  effect.  Fully
         diluted loss per share for the three and six month  periods  ended June
         30, 1997 were  anti-dilutive  and  therefore,  except for the impact of
         Preferred  Stock  converted to Common Stock during the period,  are the
         same as primary loss per share.

   
         Accounting Change - Loss Per Share

         Pursuant to Emerging  Issues Task Force (EITF)  Announcement  No. D-60,
         the  value of the  conversion  discount  on the  Series  A  Convertible
         Preferred  Stock  has  been  reflected  as  an  increase  to  the  loss
         attributable to common shareholders for the three and six month periods
         ended  June  30,   1996.   The  value  of  the   conversion   discount,
         approximately  $100,000  and  $900,000,  respectively,  and  per  share
         effect,  ($0.02) and ($0.14),  respectively,  has been reflected in the
         condensed consolidated statement of operations.  Primary loss per share
         and  fully  diluted  loss per  share,  as  originally  reported  in the
         Company's  quarterly  report,  were both  ($0.02) for the three  months
         ended June 30, 1996 and both  ($0.22) for the six months ended June 30,
         1996.  This  change did not affect any of the  reported  amounts in the
         condensed  consolidated  balance  sheet as of June 30,  1996 or the net
         loss for the three and six month periods ended June 30, 1996.
    
<PAGE>

         In February 1997,  Statement of Financial  Accounting Standards No. 128
         (SFAS 128), "Earnings Per Share," was issued establishing new standards
         for  computing  and  presenting  earnings  per  share.  The  historical
         measures of earnings per share (primary and fully diluted) are replaced
         with two new  computations  of earnings per share (basic and  diluted).
         The  Company  will adopt SFAS 128 as of  December  31,  1997.  Loss per
         share, on a pro forma basis, for the three and six month-periods  ended
         June 30, 1997 and 1996,  computed  pursuant to the  provisions  of SFAS
         128, would have been as follows:

                                      Three Months Ended      Six Months Ended
                                            June 30,               June 30,
                                           --------                --------
                                      1997        1996         1997        1996
                                      ----        ----         ----        ----
                                               (Restated)             (Restated)

         Basic loss per share       ($0.26)     ($0.03)      ($0.34)     ($0.34)

         Diluted loss per share     ($0.26)     ($0.03)      ($0.34)     ($0.34)
    
         
NOTE 3   INVENTORIES

         Inventories,  which  consist  primarily  of laser  systems,  parts  and
         components,  is  stated  at the  lower  of  cost  or  market.  Cost  is
         determined  using the first-in,  first-out  method.  The  components of
         inventories  at June 30, 1997 and December 31, 1996 are  summarized  as
         follows:

                                           June 30, 1997      December 31, 1996
                                           -------------      -----------------

         Raw materials                       $2,148,958            $2,008,610
         Work-in-process                        283,760               448,906
         Finished goods                         920,900               664,646
         Test equipment-clinical trials         332,140               206,741
                                                -------               -------
                                             $3,685,758            $3,328,903
                                             ==========            ==========

NOTE 4   BUSINESS COMBINATIONS

         LaserSight Centers Incorporated (Centers)
         -----------------------------------------

         In March 1997, the Company amended the purchase and royalty  agreements
         related  to the 1993  acquisition  of  Centers.  The  amended  purchase
         agreement provided for the Company to issue 625,000 unregistered common
         shares  (valued  at   $3,320,321)   with  600,000   additional   shares
         contingently   issuable  based  upon  future  operating  profits.  This
         replaces the  provision  calling for  1,265,333  contingently  issuable
         shares  based on  cumulative  revenues or other  future  events and the
         uncertainties  associated  therewith.  The  amended  royalty  agreement
         reduces the royalty from $86 to $43 per refractive procedure and delays
         the obligation to pay such royalties  until the sooner of five years or
         the issuance of all contingently issuable shares as described above.
<PAGE>

NOTE 5   COMMITMENTS AND CONTINGENCIES

         Patent Agreement
         ----------------

         In  February  1997,   the  Company   entered  into  an  agreement  with
         International  Business  Machines  Corporation (IBM) which provides for
         LaserSight to acquire certain IBM patents relating to ultraviolet light
         ophthalmic  products  and  procedures  for  ultraviolet   ablation  for
         $14,900,000.

         The agreement  provides for IBM to transfer to the Company all of IBM's
         rights under its patent  license  agreements  with  certain  licensees.
         Subject to the closing of the transaction, the Company will be entitled
         to receive all  royalties  accrued on or after  January 1, 1997,  under
         such patent license agreements.

         An escrow  agreement  between IBM and the Company  was  negotiated  and
         executed  in March  1997,  upon which the  Company  placed a $1 million
         deposit of its common stock into escrow.  If the  transaction  does not
         close by August 31, 1997,  IBM may  terminate  the  agreement.  In such
         event,  the Company's sole  obligation is to deliver from the escrow or
         otherwise its common stock and/or cash with a value of $1 million.  The
         transaction is subject to the Company's arrangements for payment of the
         purchase price.


NOTE 6   FINANCING

         On April 1,  1997,  the  Company  entered  into a loan  agreement  with
         Foothill  Capital  Corporation  (FCC)  for a loan of up to $8  million,
         consisting  of a term loan in the amount of $4 million  and a revolving
         loan in an  amount of 80% of the  eligible  receivables  of  LaserSight
         Technologies,  but not in excess  of $4  million.  The term loan  bears
         interest  at an  annual  rate  of  12.50%  and  requires  repayment  of
         principal in monthly  installments of $1.33 million beginning on May 1,
         1998. The revolving  loan bears  interest at a variable  annual rate of
         1.50%  above the base rate of Norwest  Bank  Minnesota.  The $4 million
         maximum  amount of the  revolving  loan  declines by $1.33  million per
         month  beginning on August 1, 1998.  In connection  with the loan,  the
         Company  paid an  origination  fee of $150,000  and issued  warrants to
         purchase  500,000 shares of Common Stock.  The warrants are exercisable
         at any time from  April 1, 1998  through  April 1, 2002 at an  exercise
         price per share of $6.0667.  Subject to certain conditions based on the
         market  price  of the  Common  Stock,  up to half of the  warrants  are
         eligible  for  repurchase  by the  Company.  Any  warrants  that remain
         outstanding  and  unexercised on April 1, 2002 are subject to mandatory
         repurchase by the Company at a price of $1.50 per warrant. The warrants
         are  classified as long-term  obligations at June 30, 1997. The loan is
         secured  by a pledge of  substantially  all of the  Company's  accounts
         receivable  and  other  assets.  The terms of the  financing  agreement
         contain  financial  covenants  with  respect to,  among  other  things,
         current ratio, laser system sales,  revenue,  earnings before interest,
         taxes,    depreciation   and   amortization   (EBITDA),   and   capital
         expenditures.  Due to the  operating  results of the quarter ended June
         30, 1997,  certain financial  covenants have been waived by FCC for the
         three  months  ended June 30,  1997.  The  Company is in the process of
         working with FCC to revise the covenants.

         The Company  used a portion of the net proceeds of the term loan to pay
         in full the  balance  due  under its note to the  former  owners of MEC
         Health Care, Inc., a wholly owned subsidiary of the Company acquired in
         October 1995.
<PAGE>

NOTE 7   SUBSEQUENT EVENT

         In July 1997, the Company acquired the rights to a Pre-Market  Approval
         (PMA) application filed with the Food and Drug Administration (FDA) for
         a laser to perform Laser In-Situ  Keratomileusis  (LASIK), a refractive
         surgery alternative to surface  Photorefractive  Keratectomy (PRK) from
         Photomed, Inc. In addition, the Company purchased from a shareholder of
         Photomed,  Inc. U.S. patent number 5,586,980 for a  microkeratome,  the
         instrument  necessary  to  create  the  corneal  "flap"  in  the  LASIK
         procedure.  The Company  issued a combination  of 535,515  unregistered
         shares  of Common  Stock  and  $333,300  as  consideration  for the PMA
         application and the microkeratome  patent. The seller will also receive
         a percentage  of any  licensing  fees or sale  proceeds  related to the
         patent.  If the FDA  approves  the PMA so as to allow  the  Company  to
         commercialize  a laser to perform  LASIK in the U.S.,  the Company will
         pay an additional  $1.75 million.  If such FDA approval is not obtained
         by July  29,  1998,  the  Company  has the  option  to  unwind  the PMA
         transaction  and receive  from  Photomed,  Inc.  274,285  shares of the
         Company's  Common Stock.  Additionally,  if the FDA approves the use of
         the laser for the treatment of hyperopia (farsightedness),  the Company
         will  pay  unregistered  Common  Stock  valued  at $1  million.  If the
         Company's  scanning laser is approved by the FDA for commercial sale in
         the United  States on or before  April 1, 1998,  the  Company  will pay
         $1,000,000.  Approval  after such date will  result in lesser  payments
         until January 1, 1999, when no payment will be required.
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

Results of Operations
---------------------

Net  Sales.  The  following  tables  present  the  Company's  net sales by major
operating  segments:  technology  products and services and health care services
for the three and six month periods ended June 30, 1997 and 1996.

                             For the Three Month           For the Three Month
                                 Period Ended                  Period Ended
                                 June 30, 1997                 June 30, 1996
                                 -------------                 -------------

                           Net Sales    % of Total       Net Sales    % of Total
                           ---------    ----------       ---------    ----------

Technology                $2,130,698           39%      $3,479,057           58%
Health care services       3,277,874           61%       2,622,753           44%
Intercompany revenues             --            --       (109,198)          (2%)
                        ------------         -----      ----------         -----
                     
Total net sales           $5,408,572          100%      $5,992,612          100%
                        ============         =====      ==========         =====


                             For the Six Month             For the Six Month
                                Period Ended                  Period Ended
                                June 30, 1997                 June 30, 1996
                                -------------                 -------------

                           Net Sales    % of Total       Net Sales    % of Total
                           ---------    ----------       ---------    ----------

Technology                $5,684,543           48%      $5,463,407           52%
Health care services       6,242,171           52%       5,347,650           51%
Intercompany revenues             --            --       (234,807)          (3%)
                          ----------         -----       ---------         -----

Total net sales          $11,926,714          100%     $10,576,250          100%
                         ===========         =====     ===========         =====

Net sales in the second quarter of 1997 were $5,408,572,  compared to $5,992,612
(for a  decrease  of 10%) over the same  period  in 1996.  Net sales for the six
month period ended June 30, 1997,  increased by $1,350,464 to  $11,926,714  from
the same  period in 1996.  The  increase  in health  care  service  revenue  was
attributable to increased  revenues generated by MEC Health Care, Inc. (MEC) and
revenues generated by the Company's latest  acquisition,  LSI Acquisition,  Inc.
(NNJEI),  the assets of which were acquired on July 3, 1996.  These increases in
health care service revenues were partially offset by a substantial reduction in
revenues  generated by The Farris  Group.  Net sales for The Farris Group in the
second quarter of 1997 were $420,190  compared to $1,151,280  (for a decrease of
$731,090) over the same period in 1996.  These decreases were due primarily to a
reduction  in  consulting  services  provided  and were  accompanied  by expense
reductions of $611,868 and  $1,333,797 for the three and six month periods ended
June 30,  1997,  respectively.  Net sales for The Farris Group for the six month
period ended June 30, 1997,  decreased by  $1,708,179  to $652,068 from the same
period in 1996.  The  decrease in  revenues  generated  by The Farris  Group was
partially  offset by revenues  generated by NNJEI.  The  decrease in  technology
revenues in the second quarter of 1997 was attributed to decreased  sales of the
Company's  LaserScan-2000  excimer laser system in overseas markets. The Company

<PAGE>

believes a contributing  factor to the lower than expected number of laser sales
is  the  anticipation,  particularly  in  Europe,  of  the  introduction  of the
LaserScan  LSX  announced in April.  Eight laser systems were sold in the second
quarter of 1997 compared to thirteen  systems sold over the same period in 1996.
Twenty-three  laser systems were sold during the six month period ended June 30,
1997, compared to twenty systems,  net of returns,  sold over the same period in
1996. There were no system returns  recognized  during the first two quarters of
1997. In addition,  due to competitive pressures in certain markets, the average
sales price per system  declined  from average  levels during the same period in
1996. Based on the expected timing of the commercial  introduction of its newest
laser  system,  the  LaserScan  LSX, the Company  expects  laser system sales to
remain below 1996 levels for the  remaining  two  quarters of 1997,  although it
expects such sales to exceed the second quarter of 1997 level.

Cost of Goods Sold and Gross Profits. The following tables present a comparative
analysis of cost of goods sold,  gross profit and gross profit margins for three
and six month periods ended June 30, 1997 and 1996.
<TABLE>
<CAPTION>

                                              For the Three Month                            For the Three Month
                                                  Period Ended                                   Period Ended
                                                 June 30, 1997          Percent Change          June 30, 1996
                                                 -------------          --------------          -------------

<S>                                                <C>                       <C>                  <C>        
Cost of goods sold                                 $   821,705               (1%)                 $   830,498
Provider payments                                    1,415,343                42%                     994,538
Gross profit                                         3,171,524              (24%)                   4,167,576
Gross profit percentage                                    59%                                            70%

Technology related only                              1,308,993              (51%)                   2,648,559
                                                           61%                                            76%

                                               For the Six Month                              For the Six Month
                                                  Period Ended                                   Period Ended
                                                 June 30, 1997          Percent Change          June 30, 1996
                                                 -------------          --------------          -------------

Cost of goods sold                                  $1,865,503                27%                  $1,464,545
Provider payments                                    2,820,239                46%                   1,929,496
Gross profit                                         7,240,972                 1%                   7,182,209
Gross profit percenetage                                   61%                                            68%

Technology related only                              3,819,040                                      3,998,862
                                                           67%               (4%)                         73%

</TABLE>

Gross  profit  margins  were 59% of net  sales  in the  second  quarter  of 1997
compared to 70% for the same  period in 1996.  For the six month  periods  ended
June 30, 1997 and 1996, gross profit margins were 61% and 68%, respectively. The
gross profit margin  decrease was  attributable  to (i) the decrease in revenues
generated by The Farris  Group,  which has no associated  cost of sales,  (ii) a
lower  average  sales price for laser systems sold during the first two quarters
of 1997,  and (iii) a general  increase in the operating  costs of the Company's
Costa Rican  manufacturing  facility,  which were spread over fewer sales during
the three months ended June 30, 1997.

Research,  Development and Regulatory  Expenses.  The following tables present a
comparative  analysis of research,  development and regulatory  expenses for the
three and six month periods ended June 30, 1997 and 1996.


<PAGE>

<TABLE>
<CAPTION>


                                          For the Three Month                                For the Three Month
                                              Period Ended                                       Period Ended
                                             June 30, 1997             Percent Change           June 30, 1996
                                             -------------             --------------           -------------
<S>                                             <C>                           <C>                  <C>   
Research, development
   and regulatory                               $  550,427                    77%                  $  311,490

As a percentage of technology
   net sales                                           26%                                                 9%


                                           For the Six Month                                  For the Six Month
                                              Period Ended                                       Period Ended
                                             June 30, 1997             Percent Change           June 30, 1996
                                             -------------             --------------           -------------

Research, development
   and regulatory                               $  912,631                   (13%)                 $1,047,622

As a percentage of technology
   net sales                                           16%                                                19%
</TABLE>

Research,  development  and  regulatory  expenses for the second quarter of 1997
were $550,427, an increase of $238,937, or 77% from such expenditures during the
same period in 1996.  Research,  development and regulatory expenses for the six
month period ended June 30, 1997  decreased by $134,991 from  $1,047,622 for the
same period in 1996 or 13%. The increase in research, development and regulatory
expenses  during  the second  quarter of 1997 can  primarily  be  attributed  to
ongoing  research and  development  of new refractive  laser systems,  including
development  of the LaserScan LSX and  refinements  to the  LaserScan-2000,  and
continued software development for the excimer lasers.  Initial shipments of the
LaserScan LSX are now anticipated  during the fourth quarter.  Since the initial
announcement  of the development of the LaserScan LSX, the Company has solicited
and received  input from  clinical  users and  prospective  customers.  This has
resulted in modifications to the system,  necessitating  additional  development
and  testing for  clinical  validation.  As a result of focusing  its efforts on
having the  LaserScan  LSX  available  for  limited  commercial  production  and
shipment in the late fourth  quarter of 1997, the Company  expects  research and
development  expenses to remain at levels  consistent with or higher than second
quarter 1997 levels  throughout the remainder of 1997.  Regulatory  expenses for
the three month period ended June 30, 1997 have  increased in  comparison to the
same period in the prior year  although  for the six month period ended June 30,
1997 there has been a decrease  in  comparison  to the same  period in the prior
year. Regulatory expenses are expected to continue to increase for the remaining
portion of the year as a result of the  Company's  continuation  of current  FDA
clinical trials,  the development of additional  future protocols for submission
to the FDA and the PMA acquired in July 1997 (see Note 7).

Selling,  General and  Administrative  Expenses.  The following tables present a
comparative  analysis of selling,  general and  administrative  expenses for the
three and six month periods ended June 30, 1997 and 1996.


<PAGE>

<TABLE>
<CAPTION>


                                     For the Three Month                                     For the Three Month
                                         Period Ended                                            Period Ended
                                        June 30, 1997               Percent Change              June 30, 1996
                                        -------------               --------------              -------------

<S>                                        <C>                            <C>                     <C>   
Selling, general and
   administrative                          $4,565,185                     17%                     $3,907,671

Percentage of net sales                           84%                                                    65%

                                      For the Six Month                                       For the Six Month
                                         Period Ended                                            Period Ended
                                        June 30, 1997               Percent Change              June 30, 1996
                                        -------------               --------------              -------------

Selling, general and
   administrative                          $8,908,172                      10%                     $8,094,268

Percentage of net sales                           75%                                                     77%
</TABLE>

Selling,  general and administrative expenses increased by $657,514 and $813,904
for the second  quarter of 1997 and the first six months of 1997,  respectively,
over comparable periods in 1996. The primary reasons for these increases include
increased employment and other operating costs as a result of the acquisition of
NNJEI in July 1996,  the growth of MEC, and a general  increase in personnel and
costs  necessary  to fund  the  strategic  initiatives  of the  Company  and the
development  of its products and services.  These  increases in operating  costs
were partially  offset by a substantial  reduction in the operating costs of The
Farris Group.  Legal and  accounting  expenditures  continue to be incurred as a
result of ongoing regulatory filings,  general corporate issues,  litigation and
patent issues.

Loss From  Operations.  There was an operating  loss of $1,944,088 in the second
quarter of 1997 compared to an operating  loss of $51,585 for the same period in
1996. Operating loss for the six month period ended June 30, 1997 was $2,579,831
compared to an operating  loss of  $1,959,681  for the same period in 1996.  The
decline in  operating  results can be  attributed  primarily  to the decrease in
sales of the  Company's  lasers and  operating  losses  generated  by The Farris
Group, partially offset by the continued profitability of MEC and NNJEI.

Other Income and  Expenses.  Interest  and  dividend  income was $100,507 in the
second  quarter of 1997 compared to interest and dividend  income of $35,168 for
the same period in 1996.  Interest and dividend  income for the six month period
ended June 30, 1997 was $197,871  compared to interest  and  dividend  income of
$89,914 for the same period in 1996.  Interest  and  dividend  income was earned
from the Company's cash deposits and short-term  investments  and the collection
of  long-term  receivables  related  to laser  system  sales.  Interest  expense
incurred was $368,529 in the second quarter of 1997 compared to interest expense
of  $21,224  for the same  period in 1996.  Interest  expense  for the six month
period ended June 30, 1997 was $428,172  compared to interest expense of $47,588
for the same period in 1996. Interest expense incurred by the Company during the
second quarter of 1997 related primarily to the credit facility established with
FCC on April 1, 1997.  In  addition  to interest  paid on the  outstanding  note
payable  balance,  included in interest  expense is the amortization of deferred
financing costs and the accretion of the discount on the note payable.  Included
in other expense in 1997 are costs related to settling patent litigation.
<PAGE>

Income  Taxes.  For the three and six months  ended June 30,  1997,  the Company
recorded no income tax  benefit or expense  compared to an income tax benefit of
$660,651 for the six month  period  ended June 30, 1996.  The lack of income tax
benefit  for the  first  two  quarters  of 1997  has  been  based on the lack of
availability of loss carrybacks.

Net Loss. Net loss for the second  quarter of 1997 was $2,442,510  compared to a
net loss of  $24,940  for the same  period  in 1996.  Net loss for the six month
period ended June 30, 1997, was $3,090,532  compared to a net loss of $1,256,704
for the same period in 1996.  The loss is attributed  to the decreased  revenues
from  technology  products,  losses  generated  from The Farris Group and higher
operating  expenses as previously  described for the first and second quarter of
1997.

   
Loss Per Share.  Loss per primary and fully diluted share increased to $0.26 for
the second  quarter of 1997 compared to $0.04 for the same period in 1996.  Loss
per primary and fully diluted share  decreased to $0.34 for the six month period
ended  June 30,  1997,  compared  to $0.36 for the same  period  in 1996.  These
results are  attributable  to the higher net loss incurred during both the first
and second quarters of 1997 offset for the six months ended June 30, 1996 by the
value of the  conversion  discount on preferred  stock of  $1,010,557.  Weighted
average shares outstanding increased from the second quarter of 1996 as a result
of the conversion into Common Stock of 116 shares of convertible Preferred Stock
issued in January  1996,  the  exercise  of options,  the  issuance of shares in
conjunction  with the 1996  acquisition  of  NNJEI,  the 1997  amendment  to the
purchase  agreement related to LaserSight  Centers and the earnout provisions of
the 1994 acquisition of The Farris Group.
    

Liquidity and Capital Resources.
--------------------------------

Working capital  decreased  $3,646,235 from  $10,020,801 at December 31, 1996 to
$6,374,566  as of June 30,  1997.  This  decrease  in working  capital  resulted
primarily from the net loss previously  mentioned and purchases of furniture and
equipment and a managed care contract.

Operating  activities  used net cash of $775,081  during the first six months of
1997,  compared to  $2,740,506  of net cash used during the same period in 1996.
This decrease in cash used is primarily  attributable to a substantial  decrease
in  income  tax  assets  during  the first six  months  of 1997.  Other  factors
resulting in this decrease  include an increase in amortization and depreciation
costs, a slight decrease in net receivables and an increase in accrued expenses,
partially  offset by an  increase  in the net loss for the  first six  months of
1997.  The Company used $500,593 in cash from  investing  activities  during the
first six months of 1997 compared to $246,863 over the same period in 1996.  Net
cash  used in  investing  activities  during  the two  quarters  of 1997  can be
primarily  attributed  to the purchase of office and computer  equipment and the
purchase of a managed care contract.  Net cash provided by financing  activities
during  the  first six  months  of 1997 was  $2,363,342,  and  consisted  of net
proceeds from the credit  facility  with FCC and the exercise of stock  options,
offset by the  repayment  of a note  payable  to  former  owners of MEC and cost
related to the  repayment of a capital lease  obligation.  That compares to cash
provided by financing  activities in the first six months of 1996 of $4,124,991,
consisting of net proceeds from the sale of common and preferred  stock totaling
$5,389,091 net of a repayment of $1,264,100 in notes payable.

The Company believes that its balances of cash and cash  equivalents  along with
operating cash flows and the availability of the FCC revolver will be sufficient
to fund its anticipated  working capital  requirements for the next twelve month
period based on modest  growth and  anticipated  collection  of  receivables.  A
failure to collect timely a material portion of current receivables could have a
material  adverse  effect  on  the  Company's  liquidity.   The  Company,  which
implemented  more stringent  sales  criteria  during 1996, may from time to time
reassess its credit  policy and the terms it will make  available to  individual
customers.  As a result  of a growing  presence  in a number  of  countries  and

<PAGE>

continued  acceptance of the Company's  laser  systems,  the Company  intends to
internally  finance  a  proportionately  smaller  number of sales  over  periods
exceeding  eighteen  months than in 1996 and  preceding  years.  There can be no
assurance as to the terms or amount of third-party  financing,  if any, that the
Company's  customers  may obtain in the future.  The Company is placing  greater
emphasis  on the terms and  collection  timing of future  sales.  

The Company's  operating  performance in the second quarter caused it to fail to
comply with  certain  financial  covenants  under its FCC credit  facility.  The
Company  has  received   from  FCC  a  written   waiver  with  respect  to  such
noncompliance  and a verbal  agreement to modify the financial  covenants  going
forward.  Negotiations to amend the financial covenants are in process. Based on
discussions to date with FCC,  management expects that such negotiations  should
be successful. However, pending the execution of a definitive written amendment,
there can be no assurance that this expectation will materialize. Because of the
cumulative  nature of the  original  financial  covenants,  the Company does not
expect that it will be able to satisfy certain such original covenants under the
FCC credit  facility for the third quarter of 1997 (i.e.,  20 laser system sales
and earnings before interest,  taxes,  depreciation and amortization (EBITDA, as
defined in the agreement) of approximately  $2.0 million) and subsequent  fiscal
periods.   Achieving  such  operational  targets  would  require  a  substantial
improvement  in  the  Company's  operating  performance.  Should  the  financial
covenants not be amended, and should the Company not achieve the necessary level
of  improvement,  the Company would be in default of its agreement and FCC would
have the right to accelerate the Company's repayment obligations.

The Company expects to continue a variety of research and development activities
on its excimer and solid-state  laser systems over the next twelve months and it
is anticipated that such research and development as well as regulatory  efforts
in the United States will be the most significant technology related expenses in
the foreseeable future. In addition,  the Company expects to aggressively pursue
vision managed care contracts with HMOs, insurers and employer groups during the
next 12 months.  The  Company  anticipates  that such  efforts  will be the most
significant health care services-related expenses in the foreseeable future.

On March 4,  1997,  the  Company  announced  a  tentative  agreement  to acquire
Intermountain   Managed  Eyecare,   of  Salt  Lake  City,  Utah,  a  third-party
administrator of managed vision care contracts with a business  strategy similar
to the Company's MEC Health Care subsidiary.  The Company originally anticipated
closing this  transaction  on March 15, 1997.  The Company has determined not to
proceed with this transaction at this time.

The Company is receptive to joint venture discussions with compatible  companies
for the development and operation in  international  markets of surgical centers
that will utilize the Company's products or provide synergies to the development
of managed  networks.  In addition to cash  contributions  that may be available
from joint venture partners, the Company is also seeking complementary strengths
and other synergies that may provide  strategic  advantages.  The Company has no
present  commitments  for joint venture  relationships,  and no assurance can be
given that any such  relationship  will be secured on terms  satisfactory to the
Company.

<PAGE>



UNCERTAINTIES AND OTHER ISSUES

The Company's business,  results of operations and financial conditions may also
be affected by a variety of  factors,  including  the ones noted below and under
the same caption in the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996.


Company-Related Uncertainties
-----------------------------

Operating  Results.  The Company  incurred  losses of $4,074,369  and $3,090,532
during  1996 and the  first  six  months  of 1997,  respectively.  In  addition,
although  the  Company  achieved  profitability  in 1995 and 1994,  the  Company
incurred  losses in 1991 through 1993.  As of June 30, 1997,  the Company had an
accumulated  deficit of  $7,703,362.  There can be no assurance that the Company
can regain or sustain profitability.

Receivables. At June 30, 1997, the Company's trade accounts and notes receivable
aggregated  approximately  $10,555,000  net of total  allowances  for collection
losses and returns of approximately $1,575,000. Accrued commissions, the payment
of which  generally  depends on the  collection  of such net trade  accounts and
notes receivable, aggregated approximately $1,623,000 at June 30, 1997. Exposure
to collection losses on technology-related  receivables is principally dependent
on its  customers'  ongoing  financial  condition  and their ability to generate
revenues from the Company's laser systems. The Company's ability to evaluate the
financial  condition and revenue  generating  ability of  prospective  customers
located  outside  of the  United  States  is  generally  more  limited  than for
customers  located in the United States.  The Company monitors the status of its
receivables  and  maintains  a  reserve  for  estimated  losses.  The  Company's
operating history has been relatively short.  There can be no assurance that the
current  reserves for  estimated  losses  ($1,418,000  at June 30, 1997) will be
sufficient  to  cover  actual  write-offs  over  time.  Actual  write-offs  that
materially  exceed amounts  reserved could have a material adverse effect on the
Company's consolidated financial condition and results of operations.

Possible  Additional  Capital.  The Company is exploring  alternative sources of
capital to fund its product  development  activities,  to fund the $14.9 million
purchase  price for its  purchase of certain  patents  from IBM,  to  consummate
future strategic  acquisitions,  and to accelerate its implementation of managed
care strategies.  The  Company may also need additional capital to introduce its
laser systems into the United States market after  receiving FDA approval and to
satisfy  certain  contingent  payment  obligations  under  its  PMA  acquisition
agreement of July 1997 (see Note 7). In addition,  based on ongoing negotiations
with potential investors, the Company believes that any financing it obtains for
the IBM patent  purchase  is likely to be in the form of  convertible  preferred
stock that would be  redeemable  at a premium over its face value  shortly after
the occurrence of certain  defaults,  including a failure by the shareholders of
the Company to approve the financing  within a specified time after the closing.
Except for up to $4 million of additional  borrowing  available under its credit
facility  with FCC,  the  Company  has no  present  commitments  to obtain  such
capital,  and no assurance  can be given that the Company will be able to obtain
additional  capital on terms  satisfactory  to the  Company.  In  addition,  the
Company may have additional  capital  requirements  upon FDA approvals and other
events discussed in Management's  Discussion and Analysis of Financial Condition
and Results of Operations - Liquidity and Capital Resources.  To the extent that
future  financing   requirements  are  satisfied  through  the  sale  of  equity
securities,  holders of Common  Stock may  experience  significant  dilution  in
earnings per share and in net book value per share.  The FCC  financing or other
debt financing could result in a substantial  portion of the Company's cash flow
from operations being dedicated to the payment of principal and interest on such
indebtedness and may render the Company more vulnerable to competitive pressures
and economic downturns.
<PAGE>

Technology-Related Uncertainties
--------------------------------

Purchase of Patent Rights from IBM. On February 11, 1997 the Company executed an
agreement  with  IBM for  the  purchase  of  certain  IBM  patents  relating  to
ultraviolet  light ophthalmic  products and procedures for ultraviolet  ablation
and IBM's patent license agreements with Summit Technology,  Inc. and VISX, Inc.
The purchase price is $14.9 million, and was originally payable on July 1, 1997.
IBM  subsequently  agreed in writing not to exercise its right to terminate  the
agreement  until  after July 31,  1997 and  verbally  advised the Company of its
intention  not to exercise  its right to  terminate  the  agreement  until after
August 31,  1997.  LaserSight  is  exploring  various  alternatives  to fund the
purchase  price.  There can be no assurance that such funding will be available.
If the  transaction  does not close by August 31, 1997,  IBM may  terminate  the
agreement. In such event, LaserSight would be obligated to deliver to IBM shares
of Common Stock and/or cash with an aggregate value of $1 million.

New  Products.  There can be no assurance  that the Company will not  experience
difficulties   that  could   delay  or  prevent  the   successful   development,
introduction  and marketing of its new LaserScan LSX excimer laser and other new
products and  enhancements,  or that its new products and  enhancements  will be
accepted  in the  marketplace.  As is  typical  in the  case of new and  rapidly
evolving  industries,  demand  and market  acceptance  for  recently  introduced
technology and products are subject to a high level or uncertainty. In addition,
announcements  of  currently  planned or other new product  offerings  may cause
customers to defer purchasing existing Company products.


<PAGE>


                           PART II - OTHER INFORMATION


ITEM 1   LEGAL PROCEEDINGS

         Pillar Point Partners
         ---------------------

         On March 25, 1997,  the Company  entered into an agreement  with Pillar
         Point Partners and each co-plaintiff to resolve this litigation.  Under
         the agreement,  Pillar Point Partners and each  co-plaintiff  granted a
         release from  liability  under any of their  patents for certain of the
         Company's  ultraviolet laser corneal surgery systems and any service or
         procedure  performed with such systems before the effective date of the
         agreement.  The Company  paid a nominal fee in April 1997 and agreed to
         notify Pilllar Point Partners and the  co-plaintiffs  before LaserSight
         begins manufacturing or selling in the United States in the future. The
         action was dismissed  without  prejudice in the United States  District
         Court for the District of Delaware on March 26, 1997.

         VISX
         ----

         On May 27,  1997,  the Company  entered into a License  Agreement  with
         VISX,  Incorporated  to settle  this  litigaton  as well as any and all
         potential claims related to patent  infringement  prior to May 1, 1997.
         The  agreement  calls for an  aggregate of $230,400 to be paid in eight
         quarterly installments of $28,800 each.

         Euro Pacific Securities Services
         --------------------------------

         To collect a  $1,140,000  stock  subscription  receivable,  the Company
         initiated a lawsuit that is presently  pending before the United States
         District Court for the Middle District of  Florida-Orlando  Division in
         June 1996 against Euro Pacific  Securities  Services GMBH & Co., KG and
         Wolf Wiese (the  "defendants").  In July 1997,  after failing to timely
         file a  counterclain,  the defendants  filed a separate  lawsuit in the
         same court against the Company and its  LaserSight  Technologies,  Inc.
         subsidiary,  without obtaining leave from the court, claiming breach of
         contract,  coercion to enter a contract,  misrepresentation,  and other
         charges and seeking an  unspecified  amount of  monetary  damages.  The
         Company  believes that the charges are without  merit and  procedurally
         flawed.  A motion for summary  judgement  is currently on file with the
         court, but has not been acted upon.

ITEM 2   CHANGES IN SECURITIES

         a) Not applicable.

         b) Not applicable.

         c) During the second  quarter ended June 30, 1997, the Company has sold
         or issued the following unregistered securities:


<PAGE>

         (1) In April 1997, the Company issued 406,700 shares of Common Stock to
         Michael R. Farris,  the former  shareholder  of MRF, Inc.  ("The Farris
         Group") (now the President and Chief Executive Officer at the Company),
         as partial  consideration  for the  acquisition  in 1994 of the capital
         stock of The Farris Group. Under the original  agreement,  the investor
         received certain rights to have the shares registered by the Company at
         a later date.

         (2) In April 1997, the Company  granted  Foothill  Capital  Corporation
         five year  warrants  to  purchase  500,000  shares  of Common  Stock as
         partial  consideration  for the extension of credit by Foothill Capital
         Corporation. The warrants are exerciseable commencing on March 31, 1998
         at a price of  $6.0667  per share  and the  investor  received  certain
         rights to have the shares registered by the Company at a later date.

         The issuance and sale of all such shares was intended to be exempt from
         registration and prospectus delivery  requirements under the Securities
         Act of 1933,  as amended  (the  "Securities  Act") by virtue of Section
         4(2)  thereof due to,  among other  things,  (i) the limited  number of
         persons  to whom the  shares  were  issued,  (ii) the  distribution  of
         disclosure  documents to all  investors,  (iii) the fact that each such
         person  represented  and warranted to the Company,  among other things,
         that such person was acquiring the shares for  investment  only and not
         with a view to the resale or  distribution  thereof,  and (iv) the fact
         that certificates  representing the shares were issued with a legend to
         the  effect  that  such  shares  had  not  been  registered  under  the
         Securities  Act or any state  securities  laws and could not be sold or
         transferred  in  the  absence  of  such  registration  or an  exemption
         therefrom.

ITEM 3   DEFAULTS UPON SENIOR SECURITIES

         Not applicable.

ITEM 4   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         On June 13, 1997, at the Company's annual meeting of shareholders,  the
         following members were elected to the Board of Directors:

                                               Votes For (1)      Votes Withheld
                                               -------------      --------------

         J. Richard Crowley                       7,769,640            171,282
         Michael R. Farris                        7,432,692            508,230
         Richard C. Lutzy                         7,772,870            168,052
         Francis E. O'Donnell, Jr., M.D.          7,219,320            721,602
         Thomas Quinn                             7,772,670            168,252
         David T. Pieroni                         7,431,442            509,480

         A proposal to appoint KPMG Peat Marwick LLP as auditors was ratified as
         follows:

                            Votes For (1)               7,917,932
                            Votes Against                   9,150
                            Abstain                        14,000

<PAGE>


         Amendment of the Non-Employee  Directors Stock Option Plan was ratified
         as follows:

                            Votes For                   6,907,767
                            Votes Against                 829,126
                            Abstain                        15,037

         (1) As set forth in the Proxy  Statement,  includes shares not voted by
         proxy which were  automatically  voted for election of the nominees for
         director and the appointment of auditors.

ITEM 5   OTHER INFORMATION

         Not applicable.

ITEM 6   EXHIBITS AND REPORTS ON FORM 8-K

         a)  Exhibits

                                  EXHIBIT INDEX

Exhibit 2 - Plans of Acquisition, Reorganization

2.1      See Exhibits  10.3,  10.8, 10.10, 10.19, 10.26, 10.29, 10.30, 10.46 and
         10.47.

Exhibit 4 - Instruments Defining the Rights of Security Holders

4.1      Instruments  defining  the rights of security  holders are set forth in
         the Articles of Incorporation,  as amended, and are incorporated herein
         by reference from 8-A/A filed January 18, 1996.

Exhibit 10 - Material Contracts

10.1     Agreement dated April 1, 1992 between  International  Business Machines
         Corporation and LaserSight  Incorporated (filed as Exhibit 10.1 on Form
         10-K for the year ended December 31, 1995*).

10.2     Covenant Not to Compete  entered into between  LaserSight  Incorporated
         and Dr. J.T. Lin (filed as Exhibit 10(c) to the Company's  Registration
         Statement on Form S-18 (File No.  33-42734 and  incorporated  herein by
         reference).

10.3     Agreement  for  Purchase  and  Sale of Stock  by and  among  LaserSight
         Centers  Incorporated,  its  stockholders  and LaserSight  Incorporated
         dated January 15, 1993 (filed as Exhibit 2 to the Company's  Form 8-K/A
         filed on January 25, 1993*).

10.4     Amendment  to  Agreement  for  Purchase  and Sale of Stock by and among
         LaserSight  Centers  Incorporated,  its  stockholders,  and  LaserSight
         Incorporated  dated April 5, 1993 (filed as Exhibit 2 to the  Company's
         Form 8-K/A filed on April 19, 1993*).


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10.5     Royalty Agreement by and between  LaserSight  Centers  Incorporated and
         LaserSight  Partners  dated  January 15, 1993 (filed as Exhibit 10.5 to
         the Company's Form 10-K for the year ended December 31, 1995*).

10.6     Exchange  Agreement dated January 25, 1993 between  LaserSight  Centers
         Incorporated and Laser Partners (filed as Exhibit 10.6 to the Company's
         Form 10-K for the year ended December 31, 1995*).

10.7     Stipulation  and Agreement of Compromise,  Settlement and Release dated
         April 18, 1995 among James Gossin, Francis E. O'Donnell, Jr., J.T. Lin,
         Wen S. Dai,  Emanuela  Dobrin-Charlton,  C.H. Huang, W. Douglas Hajjar,
         and  LaserSight  Incorporated  (filed as Exhibit 10.7 to the  Company's
         Form 10-K for the year ended December 31, 1995*).

10.8     Agreement for Purchase and Sale of Stock dated December 31, 1993, among
         LaserSight  Incorporated,  MRF,  Inc.,  and Michael R. Farris (filed as
         Exhibit 2 to the Company's Form 8-K filed on December 31, 1993*).

10.9     First  Amendment  to  Agreement  for  Purchase and Sale of Stock by and
         among MRF, Inc.,  Michael R. Farris and LaserSight  Incorporated  dated
         December 28, 1995 (filed as Exhibit 10.9 to the Company's Form 10-K for
         the year ended December 31, 1995*).

10.10    Contribution   Agreement  dated  July  7,  1994,   between   LaserSight
         Incorporated and LaserSight Technologies, Inc. (filed as Exhibit 2.6 to
         the Company's Form 10-K for the year ended December 31, 1994*).

10.11    Research  and  Development  Consulting  Agreement  dated March 31, 1995
         between  LaserSight  Technologies,  Inc. and J.T. Lin, Ph.D.  (filed as
         Exhibit 10.3 to the Company's Form 10-Q for the quarter ended September
         30, 1995*).

10.12    Technology  Transfer  Agreement dated July 25, 1995 between  LaserSight
         Technologies,  Inc.,  J.T. Lin, Ph.D. and Photon Data,  Inc.  (filed as
         Exhibit 10.4 to the Company's Form 10-Q for the quarter ended September
         30, 1995*).

10.13    LaserSight  Incorporated  1995 Stock Option Plan (filed as Exhibit 10.5
         to the Company's Form 10-Q for the quarter ended September 30, 1995*).

10.14    Consulting  Agreement dated November 1, 1996 by and between  LaserSight
         Technologies, Inc. and Emanuela Dobrin-Charlton (filed as Exhibit 10.14
         to the Company's Form 10-K for the year ended December 31, 1996*).

10.15    Consulting  Agreement  dated  June 7,  1995 by and  between  LaserSight
         Incorporated  and  Richard  C.  Lutzy  (filed as  Exhibit  10.15 to the
         Company's Form 10-K for the year ended December 31, 1995*).

10.16    Modified Promissory Note between LaserSight  Incorporated,  EuroPacific
         Securities  Services,  GmbH and Co. KG and Wolf Wiese (filed as Exhibit
         10.6 to the  Company's  Form 10-Q for the quarter  ended  September 30,
         1995*).


<PAGE>



10.17    Employment Agreement by and between LaserSight Incorporated and Michael
         R.  Farris  dated  December  28,  1995  (filed as Exhibit  10.17 to the
         Company's Form 10-K for the year ended December 31, 1995*).

10.18    Employment  Agreement  dated December,  1995 by and between  LaserSight
         Incorporated and David Pieroni (filed as Exhibit 10.18 to the Company's
         Form 10-K for the year ended December 31, 1995*).

10.19    Agreement and Plan of Merger by and among LaserSight Incorporated,  MEC
         Health Care,  Inc.,  Dr. Mark B. Gordon,  O.D. and Dr. Howard M. Levin,
         O.D.,  dated August 28, 1995 as amended as of October 5, 1995 (filed as
         Exhibit 2 to the Company's Form 8-K filed on October 19, 1995*).

10.20    Manufacturer's  Representative  Agreement  by  and  between  LaserSight
         Technologies,  Inc. and Natural Vision of Malta dated September 1, 1995
         (filed as Exhibit 10.20 to the  Company's  Form 10-K for the year ended
         December 31, 1995*).

10.21    Patent License Agreement dated December 21, 1995 by and between Francis
         E. O'Donnell,  Jr. and LaserSight Centers, Inc. (filed as Exhibit 10.21
         to the Company's Form 10-K for the year ended December 31, 1995*).

10.22    Agreement  dated April 4, 1996 to amend Agreement and Plan of Merger by
         and among LaserSight  Incorporated,  Mark B. Gordon, O.D. and Howard M.
         Levin,  O.D. (filed as Exhibit 10.22 to the Company's Form 10-Q for the
         2nd quarter ended June 30, 1996*).

10.23    Agreement  dated June 27, 1996 to amend Agreement and Plan of Merger by
         and among LaserSight  Incorporated,  Mark B. Gordon, O.D. and Howard M.
         Levin,  O.D. (filed as Exhibit 10.23 to the Company's Form 10-Q for the
         2nd quarter ended June 30, 1996*).

10.24    LaserSight  Incorporated 1996 Equity Incentive Plan (filed as Exhibit A
         to the Company's definitive proxy statement dated April 30, 1996*).

10.25    LaserSight  Incorporated  Amended and Restated  Non-Employee  Directors
         Stock Option Plan (filed as Exhibit B to the Company's definitive proxy
         statement dated May 19, 1997*).

10.26    Agreement  and Plan of Merger  dated  April 18,  1996 among  LaserSight
         Incorporated,  Eye Diagnostics & Surgery, P.A., LSI Acquisition,  Inc.,
         John W. Norris, M.D. and Bernard Spier, M.D. (filed as Exhibit 2 (i) to
         the Company's Form 8-K dated July 18, 1996*).

10.27    Amendment  to the  Agreement  and Plan of Merger  dated  June 17,  1996
         (filed as  Exhibit  2 (ii) to the  Company's  Form 8-K  dated  July 18,
         1996*).

10.28    Second Amendment to the Agreement and Plan of Merger dated July 3, 1996
         (filed as  Exhibit  2 (iii) to the  Company's  Form 8-K dated  July 18,
         1996*).

10.29    Agreement  and Plan of Merger  dated  June 17,  1996  among  LaserSight
         Incorporated,  LaserSight Acquisition, Inc., Cataract Hotline, Inc. and
         Michael R. Norris  (filed as Exhibit 2 (iv) to the  Company's  Form 8-K
         dated July 18, 1996*).
<PAGE>

10.30    Asset  Purchase  Agreement  dated  April 18,  1996  between  LaserSight
         Incorporated  and John W. Norris,  M.D. (filed as Exhibit 2 (vi) to the
         Company's Form 8-K dated July 18, 1996*).

10.31    Amendment  to Asset  Purchase  Agreement  dated June 17, 1996 (filed as
         Exhibit 2 (vii) to the Company's Form 8-K dated July 18, 1996*).

10.32    Agreement  dated August 12, 1996 to amend  Agreement and Plan of Merger
         by and among LaserSight  Incorporated,  Mark B. Gordon, O.D. and Howard
         M. Levin,  O.D.  (filed as Exhibit 10.32 to the Company's Form 10-K for
         the year ended December 31, 1996*).

10.33    Agreement  dated October 30, 1996 to amend Agreement and Plan of Merger
         by and among LaserSight  Incorporated,  Mark B. Gordon, O.D. and Howard
         M. Levin,  O.D.  (filed as Exhibit 10.33 to the Company's Form 10-K for
         the year ended December 31, 1996*).

10.34    Agreement  dated January 8, 1997 to amend  Agreement and Plan of Merger
         by and among LaserSight  Incorporated,  Mark B. Gordon, O.D. and Howard
         M. Levin,  O.D.  (filed as Exhibit 10.34 to the Company's Form 10-K for
         the year ended December 31, 1996*).

10.35    Agreement  dated  September  18,  1996  between  David T.  Pieroni  and
         LaserSight  Incorporated  (filed as Exhibit 10.35 to the Company's Form
         10-K for the year ended December 31, 1996*).

10.36    Agreement  dated December 17, 1996 between  Public Company  Publishing,
         Inc.,  Samuel S. Duffey and LaserSight  Incorporated  (filed as Exhibit
         10.36  to the  Company's  Form  10-K for the year  ended  December  31,
         1996*).

10.37    Agreement  dated  January  1,  1997,  between  International   Business
         Machines  Corporation  and  LaserSight  Incorporated  (filed as Exhibit
         10.37  to the  Company's  Form  10-K for the year  ended  December  31,
         1996*).

10.38    Addendum  dated  March  7,  1997  to  Agreement  between  International
         Business  Machines  Corporation and LaserSight  Incorporated  (filed as
         Exhibit  10.38 to the Company's  Form 10-K for the year ended  December
         31, 1996*).

10.39    Second  Amendment  to  Agreement  for Purchase and Sale of Stock by and
         among LaserSight Centers Incorporated,  its stockholders and LaserSight
         Incorporated  dated  March  14,  1997  (filed  as  Exhibit  99.1 to the
         Company's Form 8-K filed on March 27, 1997*).

10.40    Amendment  to  Royalty  Agreement  by and  between  LaserSight  Centers
         Incorporated,  Laser Partners and LaserSight  Incorporated  dated March
         14,  1997  (filed as Exhibit  99.2 to the  Company's  Form 8-K filed on
         March 27, 1997*).

10.41    Employment Agreement dated September 16, 1996 by and between LaserSight
         Incorporated  and Richard L.  Stensrud  (filed as Exhibit  10.41 to the
         Company's Form 10-Q filed on May 9, 1997*).
   
10.42    Loan  and  Security  Agreement  dated  March  31,  1997 by and  between
         LaserSight  Incorporated  and certain of its  subsidiaries and Foothill
         Capital Corporation (filed as Exhibit  10.42 to the Company's Form 10-Q
         filed on August 14, 1997*).


<PAGE>



10.43    Consent and Amendment  Number One to Loan and Security  Agreement dated
         July 28,  1997 by and  between  LaserSight  Incorporated  and  Foothill
         Capital Corporation (filed as Exhibit  10.43 to the Company's Form 10-Q
         filed on August 14, 1997*).

10.44    Warrant to purchase 500,000 shares of Common Stock dated March 31, 1997
         by  and  between   LaserSight   Incorporated   and   Foothill   Capital
         Corporation (filed as Exhibit 10.44 to the Company's Form 10-Q filed on
         August 14, 1997*).

10.45    License Agreement dated May 20, 1997 by and between VISX,  Incorporated
         and LaserSight Incorporated (filed as Exhibit  10.45  to  the Company's
         Form 10-Q filed on August 14, 1997*).
    
10.46    Patent Purchase Agreement dated July 15, 1997 by and between LaserSight
         Incorporated  and Frederic B. Kremer,  M.D.  (filed as Exhibit 2.(i) to
         the Company's Form 8-K filed on August 13, 1997*).

10.47    Agreement  and  Plan  of  Merger  dated  July  15,  1997  by and  among
         LaserSight  Incorporated,  Photomed Acquisition,  Inc., Photomed, Inc.,
         Frederic B. Kremer,  M.D.,  Linda Kremer,  Robert Satalof,  Trustee for
         Alan Stewart  Kremer and Robert  Satalof,  Trustee for Mark Adam Kremer
         (filed as Exhibit  2.(ii) to the Company's Form 8-K filed on August 13,
         1997*).

11       Statement of Computation of Per Share Earnings.
   
27       Financial Data Schedule (filed as Exhibit 27 to the Company's Form 10-Q
         filed on August 14, 1997*).
    
                  b)  Reports on Form 8-K

                  On April 8, 1997,  the  Company  filed with the  Commission  a
                  Current  Report on Form 8-K regarding the press release issued
                  by the Company dated April 7, 1997, announcing that LaserSight
                  has completed financing.

                  On April 25,  1997,  the Company  filed with the  Commission a
                  Current  Report on Form 8-K regarding the press release issued
                  by the Company  dated  April 24,  1997,  regarding  LaserSight
                  expecting a first quarter loss.







-------------------
*        Incorporated herein by reference.  File No. 0-19671.



<PAGE>




                                   SIGNATURES
                                   ----------


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  undersigned  have duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                        LaserSight Incorporated



   
Dated:  December 11, 1997               By: /s/ Michael R. Farris
      -------------------                  -------------------------
                                            Michael R. Farris,
                                            Chief Executive Officer



Dated:  December 11, 1997               By: /s/ Gregory L. Wilson
      -------------------                  -------------------------
                                            Gregory L. Wilson,
                                            Chief Financial Officer